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Riddhi Siddhi Gluco Biols

BSE: 524480|ISIN: INE249D01019|SECTOR: Miscellaneous
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Mar 15
Notes to Accounts Year End : Mar '16

b. Terms / Rights attached to the shareholders:

(i) Equity Shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is eligible for one vote per share. The dividend, if any, proposed by the Board of Directors of the Company is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. The Company declares and pays dividend in Indian rupees. The Board of Directors have recommended dividend of Rs.3 per share (Previous Year: Rs. 3 per share), subject to the approval of the shareholders in the ensuing Annual General Meeting.

(ii) Preference Shares:

The Company has only one class of preference shares i.e. Non Cumulative Redeemable Preference Shares of ''10 per share. Such shares shall confer on the holders thereof, the right to a 8% preferential dividend from the date of allotment, on the capital for the time being paid up or credited as paid up thereon subject to the approval of the shareholders in the ensuing Annual General Meeting. Such shares shall rank for capital and dividend and for repayment of capital on winding up, pari passu inter se and in priority to the Equity Shares of the Company, but shall not confer any further or other right to participate either in profits or assets.

The terms of redemption of Preference Share Capital at face value is extended by two years during the year from November 2015 to November 2017 with a put and call option. The Preference Share capital had original maturity period of 7 years which was extended over a period of time and again by two years from November 2015 to November 2017.

g. Aggregate number and class of shares bought back in the period of 5 years immediately preceding the balance sheet date:

During previous year, the Company has bought back 23,41,914 fully paid up equity shares of Rs.10 per each at the rate of Rs.450 per equity shares after complying with the provisions of the Companies Act, 2013 and the Rules framed there under in this regard through Tender Offer route as prescribed under the SEBI (Buy-Back of Securities) Regulation, 1998. On completion of buy back, the Company has paid Rs.10,538.61 lacs, which has been reduced from Share Capital, General Reserves and Securities premium of the Company by Rs.234.19 lacs, Rs.3,501.52 lacs and Rs.6,802.90 lacs respectively. The Company has transferred Rs.234.19 lacs from General Reserve to Capital Redemption Reserve pursuant to the Buy Back of Equity Shares. All shares bought back were extinguished by the Company during previous year.

1. Employee Benefits:

a. Defined Benefit Plan

I. Gratuity:

The Company has a unfunded defined gratuity plan. Every employee who has completed five years or more of service gets gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. In accordance with the Accounting Standard 15 -Employee Benefits (Revised 2005), the Company has provided liability on actuarial basis which is based upon Project Unit Credit Method.

* In the absence of availability of relevant information for the year, the experience adjustments on plan assets and liabilities have not been furnished as required by Para 120(n) of Accounting Standard 15 (R).

II. Leave encashment:

The Company has recognized amount of Rs.1.34 lacs (Previous year: Rs.2.44 lacs) as expense in the Statement of Profit and Loss in respect of Compensated absences.

2. The Company has commodity trade receivables amounting to Rs. 7,594.82 lacs (Previous Years: Rs.7,594.82 lacs) as at March 31, 2016 pertaining to various commodities contracts executed through brokers on the National Spot Exchange Limited (NSEL). Over past few years, NSEL is unable to fulfill its scheduled payment obligations as agreed by them. Consequently, the Company has pursued a legal action against NSEL through NSEL Investor Forum which has also filed complaint in Economic Offences Wing of Mumbai (EOW). Considering the recent development and action taken by EOW against various borrowers of NSEL, the Company believes that it shall recover the outstanding dues over a period of time and therefore, the management believes that no provision is required to be made for the year ended March 31, 2016.

The Statutory auditors have qualified their audit reports for the years ended March 31, 2016 and March 31, 2015 for their inability to determine the amount of provision for doubtful receivables that may be required to be made in respect of the above matter.

3. During the year, the Company has entered into a Share Purchase Agreement (SPA) with the Promoters and entities forming part of the promoter group of Shree Rama Newsprint Limited (Target Company) for acquiring 2,82,77,677 equity shares of Rs.10 each, constituting 48.62% of the total paid up equity share capital of Target Company at a total consideration of Rs.1 lacs. The Company has paid the amount of Rs.1 lacs to Promoter Group towards the acquisition of equity shares.

Subsequent to signing of SPA, the Company has been allotted a preferential allotment of 6,00,00,000 equity shares of Rs.10 each at par of Target Company on July 24, 2015 thus, the Target Company becoming the Subsidiary Company from that date.

In connection with the aforesaid, the Company in compliance with the Securities and Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 has given Open offer for acquisition of public equity shares of the Target Company up to 3,85,21,089 equity shares of ''10 each at par representing 26% of the Emerging Paid Up equity share capital of the Target Company. Pursuant to that offer, the Company has received 12,870 equity shares of Target Company from public and paid the amount to the shareholders at an offer price.

4. The Company''s fixed assets include windmills having generating capacity of 33.5 MW and carrying amount of Rs. 9,336.73 lacs as at March 31, 2016. The Company has entered into long term Power Purchase Agreement (PPA) in 2012 with State Distribution Corporations (Discoms) for a period ranging from 13-25 years based on a substantially fixed tariff per unit.

An incessantly lower Plant Load Factor (PLF) of windmills then expected over last few years of operations due to non-availability of grid has triggered assessment of recoverable amount of the windmills in terms of Accounting Standard (AS) 28, Impairment of Assets, as these are factors indicating probable impairment. For the purpose of the said assessment, windmills are considered as a cash generating unit. The ''Recoverable Amount'' of windmills has been measured on the basis of its Value in Use by estimating the future cash inflows over the estimated useful life of the windmills since it would be more appropriate to consider. The cash flow projections are based on estimates and assumptions relating to tariff, operational performance of the windmills, terminal value etc. which are considered reasonable by the management and are as follows:

- Plant Loading Factor -12.5% to 14.1% considered over the useful life of the windmill

- Pre-tax nominal discount rate of 13.7% derived from the post-tax weighted average cost of capital.

On a careful evaluation of the aforesaid factors, the management has concluded that the Recoverable Amounts of the windmills are lower than their carrying amounts as at March 31, 2016. Accordingly, the Company has recognized impairment loss of Rs. 620.25lacs (Previous year: Rs.1,075.69 lacs) during the year in respect of the windmills. In case, these estimates and assumptions change in future, there could be a corresponding impact on the Recoverable Amounts of the windmills.

5. Segment Information:

a. The Company''s Operations pre-dominantly relates to Wind Energy Generation and Trading of Agriculture and Metal Commodities. Accordingly, it identified Wind Energy Generation and Trading business as the primary business segments. The Company''s operations are limited to India only there are no reportable geographical segments.

b. Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifiable to each of the segments as also amounts allocated on a reasonable basis. Income and expenses, which are not directly relatable to the segments, are shown as unallocated items. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as Unallocable.

6. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 and hence disclosures under section 22 of The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006 regarding :

a. Amount due and outstanding to suppliers as at the end of accounting year :

b. Interest paid during the year;

c. Interest payable at the end of the accounting year; and

d. Interest accrued and unpaid at the end of the accounting year have not been given.

7. The Company has entered into cancellable lease and license agreements for taking office premises on rental basis for a period up to 36 months. An amount of Rs.49.92 lacs (Previous year: Rs. Nil) paid during the year under such agreements has been charged to Statement of Profit and Loss. The Company has given refundable interest free security deposits under certain agreements.

8. Figures for the previous year have been regrouped/ rearranged, wherever necessary, to conform to current year’s classification.

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